Initial Stock Payment definition
Examples of Initial Stock Payment in a sentence
If the Employment Agreement for Singer referenced in Section 3 of this Agreement is terminated for any reason prior to the end of its three year term, other than solely because of a material breach of it by the Company, then all of the Stock Payments, except for the Initial Stock Payment, and Cash Payments, except for the initial $250,000 of the Cash Payment, will be reduced by 20%.
Parent shall not be required to issue any fractional shares or scrip with respect to the Initial Stock Payment.
Notwithstanding any other provision in this Agreement to the contrary, the shares of Parent Common Stock issued in connection with the Net Merger Consideration (including the Preferred Unitholder Initial Stock Payment, the Indemnification Escrow Shares and the stock portion of the Earnout Consideration) shall be adjusted proportionately for any stock splits, subdivisions, reverse stock splits, combinations, recapitalizations, dividends, distributions and the like.
In the event that the Company’s Common Stock becomes freely tradable on a U.S. national stock exchange, NASDAQ, OTC Bulletin Board or “Pink Sheets” (collectively a “Stock Market”) within two years from the date of the Closing (the “Two Year Period”), then each of the Initial Stock Payment, [***]Confidential material redacted and filed separately with the Commission.
The Lead Regulators will use their best efforts to complete this examination by July 1, 2007.
Q Bio shall have made, or shall make simultaneous with Closing, the Initial Cash Payment and the Initial Stock Payment to BNI.
The shares of Purchaser Common Stock to be issued to Sellers in connection with the Initial Stock Payment and the Earn-out Stock Payment, respectively, when issued in accordance with the Agreement, will be duly authorized, validly issued, fully paid and non-assessable, free and clear of all Encumbrances, and issued in compliance with applicable federal and state securities Laws.
Upon receipt of a permit pursuant to Section 25121 of the California Corporations Code, the shares of Purchaser Common Stock to be issued to Sellers in connection with the Initial Stock Payment and the Earn-Out Stock Payment are and will be freely transferable with no selling restrictions other than (i) those provided for under Section 1.10 above and (ii) those that arise under the application of Rule 145(d) of the Securities Act.
Within 30 days after the Closing, the Buyer shall issue and deliver to the Seller a certificate, registered in the name of the Seller, representing a number of shares of Buyer Stock equal to the Initial Stock Payment.
Purchaser intends that the shares of Purchaser Common Stock to be issued to Sellers in connection herewith (including the Initial Stock Payment, the Earn-Out Stock Payment and the Holdback Amount) will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder (the “Securities Act”), by reason of Section 3.10(a) thereof.